Plain language law

New Zealand law explained for everyone

Companies Act 1993

Overseas companies

332: Meaning of carrying on business

You could also call this:

“What counts as an overseas company doing business in New Zealand”

When an overseas company is carrying on business in New Zealand, it means they are doing things like setting up an office to handle shares or managing property as an agent, representative, or trustee.

However, there are many things an overseas company can do in New Zealand that don’t count as carrying on business. These include:

Going to court or settling a dispute Having meetings about the company’s own affairs Having a bank account Selling property through someone else Asking for orders that only become real deals outside New Zealand Creating proof of a debt or making a charge on property Collecting debts or using their rights related to those debts Doing a one-off task that’s finished within 31 days Investing money or owning property Providing insurance to someone in New Zealand (as defined in section 6(1) of the Insurance (Prudential Supervision) Act 2010)

These activities don’t mean the overseas company is carrying on business in New Zealand.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322861.

Topics:
Business > Industry rules
Business > Fair trading
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Part 18 Overseas companies

332Meaning of carrying on business

  1. For the purposes of this Part,—

  2. a reference to an overseas company carrying on business in New Zealand includes a reference to the overseas company—
    1. establishing or using a share transfer office or a share registration office in New Zealand; or
      1. administering, managing, or dealing with property in New Zealand as an agent, or personal representative, or trustee, and whether through its employees or an agent or in any other manner:
      2. an overseas company does not carry on business in New Zealand merely because in New Zealand it—
        1. is or becomes a party to a legal proceeding or settles a legal proceeding or a claim or dispute; or
          1. holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; or
            1. maintains a bank account; or
              1. effects a sale of property through an independent contractor; or
                1. solicits or procures an order that becomes a binding contract only if the order is accepted outside New Zealand; or
                  1. creates evidence of a debt or creates a charge on property; or
                    1. secures or collects any of its debts or enforces its rights in relation to securities relating to those debts; or
                      1. conducts an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or
                        1. invests its funds or holds property; or
                          1. enters into a contract of insurance as an insurer with a New Zealand policyholder (within the meaning of section 6(1) of the Insurance (Prudential Supervision) Act 2010).

                          Compare
                          • Corporations Act 1989 s 21(2), (3) (Aust)
                          Notes
                          • Section 332(b)(ix): amended, on , by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).
                          • Section 332(b)(x): inserted, on , by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).